Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Effective September 8, 2016, Monaker Group, Inc. (the
Company, we and us) sold 138,000 units, each
consisting of one share of common stock and one warrant to
purchase one share of common stock (the Units), to
Charcoal Investments Ltd. (Charcoal), which entity is
owned by Simon Orange, who became a member of the Board of
Directors of the Company on January 5, 2017, in consideration for
$345,000 or $2.50 per unit. The warrants were evidenced by a
Warrant to Purchase Common Stock (the Charcoal Warrants),
had an exercise price of $2.50 per share and an expiration date
of September 7, 2017.

Also on September 8, 2016, the Company entered into a consulting
agreement with Mr. Orange, to which Mr. Orange agreed to provide
the Company consulting services by aiding the Company in
financial, organizational and developmental advice during a
twelve month period. In connection with assisting with a $750,000
private offering of units ( to which Charcoal subscribed for
units as described above), Mr. Orange received compensation
consisting of cash, shares and warrants.

On January 26, 2017, the Company, Mr. Orange and Charcoal, agreed
to reduce the exercise price of the 158,000 warrants to purchase
shares of common stock (the Warrants) to $2.00 per share and Mr.
Orange and Charcoal exercised all of the Warrants in
consideration for an aggregate of $316,000, and the Company
issued Mr. Orange 20,000 shares of restricted common stock and
Charcoal 138,000 shares of restricted common stock, in connection
with such exercise. In consideration for agreeing to exercise the
Warrants, the Company granted Mr. Orange warrants to purchase
20,000 shares of the Companys common stock and Charcoal warrants
to purchase 138,000 shares of common stock, each with an exercise
price of $2.00 per share and an expiration date of January 25,
2020.

We claim an exemption from registration for the issuances and
sales of the Units, 20,000 shares issued to Mr. Orange and 20,000
warrants granted to Mr. Orange to the September 8, 2016
consulting agreement, the shares of common stock issued upon
exercise of the Warrants, and the grant of the January 26, 2017
warrants described above in Item 1.01 (which descriptions
are incorporated in this Item 3.02 by reference) to
Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities
Act of 1933, as amended (the Securities Act), since the
foregoing issuances and grants did not involve a public offering,
the recipients were (a) accredited investors; and/or (b) had
access to similar documentation and information as would be
required in a Registration Statement under the Securities Act,
the recipients acquired the securities for investment only and
not with a view towards, or for resale in connection with, the
public sale or distribution thereof. The securities were offered
without any general solicitation by us or our representatives. No
underwriters or agents were involved in the foregoing issuances
and grants and we paid no underwriting discounts or commissions.
The securities sold are subject to transfer restrictions, and the
certificates evidencing the securities contain an appropriate
legend stating that such securities have not been registered
under the Securities Act and may not be offered or sold absent
registration or to an exemption therefrom. The securities were
not registered under the Securities Act and such securities may
not be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and
any applicable state securities laws.

On January 27, 2017, the Board of Directors of the Company, to
the power vested in the Board of Directors by the Companys Bylaws
and the Nevada Revised Statutes, appointed Robert J. Post and
Omar J. Jimenez, as members of the Board of Directors.

The appointment increased the Companys Board of Directors to
seven members, with four serving independently (including Mr.
Post).

Mr. Posts biographical information is provided below. The
biographical information of Mr. Jimenez, the Companys Chief
Financial Officer, Chief Operating Officer, Treasurer and
Secretary, can be found in the Companys Annual Report on Form
10-K for the year ended February 29, 2016, as filed with the
Securities and Exchange Commission on June 23, 2016 (the
Annual Report), under Part III Item 10.
Directors, Executive Officers and Corporate Governance and a
description of Mr. Jimenezs employment agreement with the Company
can be found under Part III Item 11. Executive
Compensation of the Annual Report (provided that effective in
July 2016, the compensation due to Mr. Jimenez thereunder
increased).

Robert J. Post

Mr. Post, age 56, is a highly successful entrepreneur, investor,
tech-company executive and veteran re-structuring expert with 20
years of success in the travel and hospitality industry. He has
served as Chief Executive Officer of Cloud5, the largest provider
of cloud based telecommunications and high speed Internet to
major brands in the hospitality industry, including Marriott,
IHG, Hilton, La Quinta, Motel 6 and Red Roof Inn, since January
2015. He has also served as a member of the Board of Directors of
Cloud5 since January 2015. Mr. Post has served as the Executive
Chairman of The Knowland Group, a hospitality and data analytics
company since March 2014. From 2005 to December 2011, Mr. Post
served as Chairman, Chief Executive Officer and Chief Financial
Officer of TravelCLICK, a leading provider of global, hotel
e-commerce solutions that supports more than 15,000 customers
across 140 countries, including Blackstone, Hilton, Hyatt, Accor,
Marriott and Trump. He also previously served as executive and
corporate officer at MICROS Systems, a hospitality technology
provider, where he helped lead its secondary NASDAQ offering.
Since 2002, Mr. Post has also operated Pconsulting, providing
start-up investment and restructuring services for mid-sized
businesses, including OpenTable.com, hotelBANK, and Radiant
Systems. Mr. Post served as a member of the Board of Directors of
Avatech Solutions, a publicly reporting company, and served on
the Compensation and Audit Finance Committee of that entity, from
March 2004 to October 2010. He is a graduate of Whartons Advanced
Management Program, and earned his Bachelors of Science in
Business from Duquesne University.

* * * * *

As the Company currently has no committees of the Board of
Directors, neither Mr. Post nor Mr. Jimenez has been appointed to
any committees.

It is not currently contemplated that Mr. Post will receive any
compensation for his services on the Board of Directors, nor that
Mr. Jimenez will receive any compensation, separate from his
compensation as an officer of the Company, for his services on
the Board of Directors.

Mr. Post is not party to any material plan, contract or
arrangement (whether or not written) with the Company and there
are no arrangements or understandings between Mr. Post and any
other person to which he was selected to serve as a director of
the Company, nor is he a participant in any related party
transaction required to be reported to Item 404(a) of Regulation
S-K. Mr. Jimenezs employment agreement is described in the Annual
Report as discussed above and there are no arrangements or
understandings between Mr. Jimenez and any other person to which
he was selected to serve as a director of the Company, nor is he
a participant in any related party transaction required to be
reported to Item 404(a) of Regulation S-K

On January 31, 2017, the Company issued a press release
disclosing the appointment of Mr. Post. A copy of which is
furnished as Exhibit 99.1 hereto.

The information responsive to Item 7.01 of this Form 8-K and
Exhibit 99.1 attached hereto, shall not be deemed
filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act) or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
The furnishing of this Report is not intended to constitute a
determination by the Company that the information is material or
that the dissemination of the information is required by
Regulation FD.

* Filed herewith.

** Furnished herewith.

About Monaker Group, Inc. (OTCMKTS:MKGI)

Monaker Group, Inc., formerly Next 1 Interactive, Inc., is a technology driven travel and logistics company. The Company operates NextTrip.com, an online marketplace for the alternative lodging rental (ALR) industry. It operates through a segment consisting of various products and services related to its online marketplace of travel and related logistics, including destination tours/activities, accommodation rental listings, hotel listings, air and car rental. Its NextTrip.com has a capacity of uniting a range of travelers seeking ALR online with property owners and managers. As of February 29, 2016, the Company operated its online marketplace through 115 Websites in 16 languages, with Websites in Europe, Asia, South America and the United States. As of February 29, 2016, its global marketplace included approximately 100,000 paid listings on subscriptions and contracted with over 1.1 million listings under the performance based listing arrangement ALRs.

Monaker Group, Inc. (OTCMKTS:MKGI) Recent Trading Information

Monaker Group, Inc. (OTCMKTS:MKGI) closed its last trading session down -0.01 at 2.34 with 23,618 shares trading hands.